Digjam Ltd Directors Report

To the Members,

Your Directors are pleased to present the 11^th Annual Report of the Company, along with the financial statements for the Financial Year ended March 31, 2026, in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations").

1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Act, read with Rule 7 of The Companies (Accounts) Rules, 2014 (Accounts Rules).

The financial performance of the Company, for the Financial Year ended on March 31, 2026, as compared to the previous financial year is summarized below:

(Rs. in Lakhs)

Particulars	March 31, 2026	March 31, 2025
Revenue from operations and Other Income	3,350.79	1839.92
Operating Profit / (Loss) before Interest, Taxes, Depreciation and Amortisation	341.71	333.32
less: Finance Costs	(104.45)	(133.51)
less: Depreciation	(4.71)	(1.90)
(Loss)/Profit for the year before Exceptional Items and Tax	232.55	197.91
less: Exceptional Items Continued Operations	-	-
(Loss)/Profit Before Tax from continued operations	232.55	197.91
less: Taxation	-	-
Profit/(Loss) After Tax from Continued operations	232.55	197.91
(Loss)/Profit Before Tax from Discontinued operations	(332.35)	(1258.40)
less: Taxation	-	-
Profit/(Loss) After Tax from Discontinued operations	(332.35)	(1258.40)
Other Comprehensive Income Continued operations	1.90	0.66
Other Comprehensive Income Discontinued operations	-	15.75
Total Comprehensive Profit/ (Loss) for the period	(97.90)	(1,044.09)

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

During the Period under Review, the revenue from operations and other income was Rs. 3,350.79 lakh as compared to the last years revenue of Rs. 1839.92 lakh. The net loss after tax (after exceptional item and other comprehensive income) of the Company for the year under review is Rs. (97.90) lakh as compared to the last years net loss of Rs. (1,044.09) lakh for the previous year.

More details on the financial statements of the Company along with various financial ratios are available in the Management Discussion & Analysis Report forming part of this report.

3. DIVIDEND:

In order to conserve the resources for better growth opportunity, there was no dividend recommended or declared during the financial year under review.

Further, during the year under review:

Neither was the Company liable to, nor the Company has transferred any amount including Unclaimed dividend amount if any or shares to the Investor Education & Protection Fund (IEPF).

4. TRANSFER TO RESERVES:

The Company does not propose to transfer any amounts to the general reserves of the Company during the Financial year ended March 31, 2026.

5. DEPOSITS:

During the year under review, your Company has not accepted/ renewed any public deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.

During the financial year 2025-2026, the Company has borrowed the following amount(s) from Directors, and the respective director has given a declaration in writing to the Company to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

Accordingly, the following amount(s) is /are excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014:

(in Lakhs)

Name of the Director giving loan	Amount borrowed during F.Y. 20252026	Amount Repaid during the financial year 20252026	Amount outstanding as on March 31, 2026
Hardik Bharat Patel	3,307	0.00	3,307

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company has not given any loans and any guarantees, made any investment and provided any security (ies) covered under the provisions of Section 186 of the Companies Act, 2013.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, joint venture or associate company.

8. SIGNIFICANT EVENT DURING THE YEAR UNDER REVIEW

During the year under review following significant events took place:

- The company shifted its Registered Office from State of Gujarat to State of Tamil Nadu with effect from October 07, 2025.

- Company had filed a Scheme of Arrangement for merger with the National Company Law Tribunal.

9. CHANGE IN SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2026, stood at Rs. 2000 Lakhs. There was no change in the paid-up share capital during the year The Company has outstanding paid- up preference share capital of Rs. 2700 Lakhs as on March 31, 2026.

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

As on March 31, 2026, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

There is no instance where the Company failed to implement any corporate action within the specified time limit.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Composition of the Board

Composition of Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Non-Independent Director and Non-Executive Independent Directors including Women Director in accordance with the provisions of the Act and Regulation 17 of the Listing Regulations. All the Directors have rich experience and specialized knowledge in sectors covering law, finance, accountancy and other relevant areas.

As on March 31, 2026, the Board consisted of Six directors comprising of three Non-Executive Independent Directors including a woman director, namely:

Sr. No.	Name of Director	Designation
1.	Sri Hardik Bharat Patel (DIN:00590663)	Whole Time Director and Chairman
2.	Sri Ajay Agarwal (DIN:00649182)	Non-Executive, Non Independent Director
3.	Sri D. G. Rajan (DIN: 00303060)	Non-Executive, Independent Director
4.	Smt. Sudha Bhushan (DIN:01749008)	Non-Executive, Independent Director
5.	Sri Panchapakesan Swaminathan (DIN:00901560)	Non-Executive, Independent Director
6.	Sri Ruchit Bharat Patel (DIN:00603359)	Non-Executive, NonIndependent Director

The profile of all the Directors can be accessed on the Companys website at www.digjam.co.in.

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority. In the opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity, experience, and proficiency in their respective fields.

The composition of Board of Directors and detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report

b. Changes in the Directors during the year under review:

Sri Parashiva Murthy BS resigned as a Non-Executive and Non-Independent Director of the Company with effect from June 29, 2025.

Pursuant to recommendations of the Nomination and Remuneration Committee Sri Ruchit Bharat Patel was appointed as Non-Executive and Non-Independent of the Company with effect from June 29, 2025, and further regularized vide Shareholders Resolution dated September 30, 2025.

Further, During the Year under review Sri Hardik Bharat Patel was re-appointed for a further term of 5 years as Whole Time Director of the Company with effect from February 07, 2026.

Smt. Sudha Bhushan (w.e.f. July 14, 2025), Sri D G Rajan (w.e.f. July 14, 2025) and Sri P Swaminathan (w.e.f. June 24, 2026) were further reappointed for second term as an Independent Directors of the Company.

c. Retirement by Rotation:

Pursuant to the provisions of Section 152(6) (d) of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Sri Ruchit Bharat Patel (DIN: 00603359) will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Information regarding the directors seeking reappointment as required by Regulation 36 of the Listing Regulations and Secretarial Standard-2 has been given in the notice convening the ensuing Annual General Meeting.

d. Key Managerial Personnel

During the year under review, Sri Mohit Premchand Dubey had given resignation from the post of Company Secretary & Compliance Officer with effect from April 30, 2025, and in his place Smt. Daman Preet Kaur was appointed as Company Secretary & Compliance Officer of the Company w.e.f. August 04, 2025. Further, pursuant to resignation of Smt. Daman Preet Kaur with effect from February 04, 2026, Sri Ritesh Krishna Kumar Mishra was appointed as Company Secretary & Compliance Officer of the Company w.e.f. February 05, 2026.

Sri Pankaj Prakash Gharat is Chief Financial Officer of the Company.

11. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director who are part of the Board confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) of the Listing Regulations.

None of the independent directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations.

12. POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, KMP and other employees is made available on the website of Company at www.digjam.co.in

Further, Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to non-executive directors. The same also forms part of the policy.

13. PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES

The particulars of remuneration to Directors and employees and other related information required to be disclosed under Section 197 (12) of the Companies Act, 2013 read with sub-Rule 1 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time in respect of Directors/ employees of the Company is attached as "Annexure A" to this report.

As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time-to-time a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees are provided in the prescribed format are appended as "Annexure A" to this report.

Further the Company has no employee who is in receipt of remuneration of either: 1. Rs. 8,50,000 /- per month or Rs.1,02,00,000/- per annum or 2. Who receives in aggregate in excess of that drawn by the Managing Director or Whole Time Director of the Company and holds by himself/herself along with his spouse and dependent children not less than 2% of the equity shares of the Company

14. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2025-26, Six (6) Board Meetings were held. The meetings were held in hybrid mode i.e., both physically and virtually in accordance with the applicable provisions of the Act. The details relating to Board Meetings and attendance of Directors in each board meeting held during the FY-2025-26 has been separately provided in the Corporate Governance Report.

The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and Secretarial Standard on Meetings of the Board of Directors.

15. COMMITTEES OF THE BOARD

The constitution of the Board Committees is in acquiescence of provisions of the Act and the relevant rules made thereunder, Listing Regulations and the Articles of Association of the Company. The Board has constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities.

The composition, terms of reference, attendance of directors at the meetings of all the above Committees has been disclosed in the Corporate Governance Report.

There has been no instance where the Board has not accepted any of the recommendations of the Audit Committee.

16. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act, Regulation 17(10) and other applicable provisions of the Listing Regulations and in consonance with Guidance Note on Board Evaluation issued by the SEBI, the Board of Directors of the Company have formulated a Board Evaluation Policy which lays down the manner of evaluation of the Board as a whole, its committees and the individual Directors.

The Board on the recommendation of the Nomination and Remuneration Committee carried out an annual performance evaluation of the Board as a whole and directors individually. The Board also carried evaluation of the performance of its various Committees for the year under consideration. The performance evaluation of the Directors was carried out by the entire Board, other than the Director being evaluated. The performance evaluation of the Chairman and the NonIndependent Directors were carried out by the Independent Directors. The Directors expressed their satisfaction over the evaluation process.

The Company has put in place a policy containing, inter- alia, the criteria for performance evaluation of the Board, its committees and individual Directors (including independent directors) is available on the website of the Company at www.digjam.co.in

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors of the Company confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed, and no material departures have been made from the same;

b. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026, and of the profit/loss of the Company for the year ended on that date;

c. The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The annual accounts of the Company have been prepared on a going concern basis;

e. The internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. BUSINESS RISK MANAGEMENT

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. The main identified risks at the Company are commercial risks, financial risks, operational risks and legal & regulatory risks. Your Company has established a comprehensive risk management system to ensure that risk to the Companys continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the board of Directors is implemented by the Company management.

The Company is not required to constitute the Risk Management Committee, as the provision of Regulation 21 of the Listing Regulations is not applicable to the Company.

The Company has also formulated and implemented a Risk Management Policy in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. The Policy is available on the Website of the Company at www.digjam.co.in. The other details in this regard are provided in the Corporate Governance Report, which forms part of this Annual Report.

19. AUDITORS AND THEIR REPORTS Statutory Auditor

M/s. Nayan Parikh & Co., Chartered Accountants (Firm Registration No. 107023W) ("NPCO"), were re-appointed as the Statutory Auditors of the Company for a period of 5 (five)

year from the conclusion of Seventh AGM till the conclusion of Twelfth AGM in year 2027, with an authority to the Audit Committee and the Board to decide the remuneration payable to them.

NPCO have furnished a declaration confirming their independence as well as their arms length relationship with the Company and that they have not taken up any prohibited non-audit assignments for the Company.

The Board has duly reviewed the Statutory Auditors Report and the observations and comments, appearing in the report, are self-explanatory and do not call for any further explanation / clarification by the Board as provided under Section 134(3)(f) of the Act. The Statutory Auditors Report on the financial statements of the Company for the Financial Year ended March 31, 2026, forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

Cost Auditor

The Company had proposed the appointment of M/s K.G. Goyal & Co., Cost Accountants, to audit the cost accounts of the Company for the year ended March 31, 2026, and the remuneration payable to them was approved by the Members at their Annual General Meeting.

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(5) of the Companies (Accounts) Rules, 2014, it is confirmed that the Company has made and maintained the cost records as specified by the Central Government under sub-Section (1) of Section 148 of the Companies Act, 2013.

Secretarial Auditor

At the 10^th Annual General Meeting held on September 30, 2025, Sri CS Viral Sanghavi (Proprietor: Viral Sanghavi & Associates), Practicing Company Secretary (FCS: 10331, CP: 9035), was appointed as Secretarial Auditor of the Company for a term of 5 (Five) consecutive years commencing from FY 2025-26 till FY 2029-30, pursuant to Regulation 24A and other applicable provisions of the SEBI LODR Regulations and Section 204(1) of Act. The Secretarial audit report in Form MR- 3 for financial year 2025-26 is attached as ‘Annexure-B to the Boards report.

There are no qualifications or adverse remarks in the Secretarial Audit Report for the financial year 2025-26.

A copy of the Annual Secretarial Compliance Report for the financial year 2025-26, signed by the secretarial auditor is available on the website of the stock exchanges and uploaded on the website of the Company.

Internal Auditors

M/s. G. M. Kapadia & Co., Chartered Accountants (Firm Registration No. 104767W), were appointed as the Internal Auditors of the Company for the FY-2025-26 in the Board Meeting held on May 27, 2025, in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditor, Cost Auditor and Secretarial Auditor of your Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder

21. INTERNAL FINANCIAL CONTROLS

According to Section 134(5) (e) of the Act, the term Internal Financial Control (‘IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls and the Board is responsible for ensuring that IFC are laid down in the Company and that such controls are adequate and operating effectively.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i) of the Act forms part of the Audit Report.

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Subsequent to the close of the financial year, the Company received an Order dated June 19, 2026, from the Honble National Company Law Tribunal (NCLT) directing the Company to convene an Extraordinary General Meeting (EGM) of its members for the purpose of considering and approving the proposed Scheme of Arrangement.

Apart from as stated above there have been no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company to which the financial statements relate and date of this Report.

23. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the Company has developed a policy on Corporate Social Responsibility, however the Company does not fall under the prescribed classes of Companies mentioned under Section 135(1) of the Act.

The CSR Policy of the Company inter alia includes CSR activities to be undertaken by the Company in line with Schedule VII of the Act as when the provisions of Section 135 get triggered. The Policy on CSR as approved by the Board of Directors in accordance with the requirements of the Act is available on the Companys website at www.digjam.co.in.

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed herewith and marked as ‘Annexure- C.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as ‘Annexure- D.

25. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended March 31, 2026, is available on the website of the Company at www. digjam.co.in.

26. SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

27. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as set out by the Securities and Exchange Board of India ("SEBI"). Your Company has also implemented several best governance practices.

Separate reports on Corporate Governance Compliance and Management Discussion and Analysis as stipulated under Regulation 34 read with Schedule V of the Listing Regulations forms part of the Annual Report 2025-26 along with the requisite certificate issued by Secretarial Auditors of your Company regarding compliance of the conditions of Corporate Governance.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has formulated a policy on related party transactions which is also available on Companys website at www.digjam.co.in. All Related Party Transaction that were entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature.

The details of transactions entered into with related parties during FY 2025-26, to the extent applicable under Section 188(1) of the Companies Act, 2013, are disclosed in

Annexure E to this Report in Form AOC-2, in accordance with Section 134(3)(h) of the Act. Further, all the transactions with related parties, which were in the ordinary course of business and on an arms length basis, have also been disclosed in Note No. 32 of the Financial Statements.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Companies Act, 2013 and the Listing Regulations, to provide a formal mechanism to the Directors and employees of the Company to report their genuine concerns and grievances about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics. The policy provides adequate safeguards against victimization of Directors and employees who avail such mechanism and also provides for direct access to the Vigilance Officer and the Chairman of Audit Committee. The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism. During the year, no personnel was denied access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at www.digjam.co.in.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to women employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where women employees feel secure. All women employees (permanent, contractual, temporary, trainees) are covered under the said policy.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received on sexual harassment.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 20252026.

Particulars	Number
Number of cases pending as on the beginning of the financial year	NIL
Number of complaints filed during the year	NIL
Number of cases pending as on the end of the financial year	NIL
Number of cases pending for a period exceeding 90 days	NIL

31. STATEMENT ON COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

During the year under review the Company has complied with the applicable provisions of Maternity Benefit Act, 1961.

3 2 . GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events occurred on these items during the year under review:

a. There was no change in the nature of business of the Company during the financial year ended March 31, 2026.

b. Receipt of any remuneration or commission from any of its subsidiary companies by the Whole-time Directors of the Company.

c. During the financial year under review no disclosure or reporting is required with respect to issue of equity shares with differential rights as to dividend, voting or otherwise, issue of Sweat equity shares and Buyback of shares.

d. The financial statements of the Company were not revised.

e. There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

f. No proceedings are filed by the Company or pending against the Company under the Insolvency and Bankruptcy Code, 2016 till the date of this report.

g. There was no instance of one-time settlement with any Bank or Financial Institution.

h. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

i. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

j. The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

k. The Board has in consultation with the Stakeholders Relationship Committee laid down the policy to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading.

The Company has also adopted a Prohibition of Insider Trading Policy.

l. The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Companys Website and stipulated communications to the Stock Exchange where the Companys shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Companys Policies etc.

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused peoples attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

As on March 31, 2026, there were a total of 17 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.

m. The Company has a website addressed as www.digjam. co.in. Website contains the basic information about the Company - Details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

n. The disclosure pursuant to Schedule V Part II Section II of Companies Act,2013 forms part of the Corporate Governance report.

o. The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian

Accounting Standards) Rules, 2015. In pursuance of the said notification your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.

aa. Listing on Stock Exchange:

The Equity shares of the Company listed on the Main Board of National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE).

ab. Depository System:

Your Companys equity shares are in Demat form. The Company has appointed Central Depository Services India Limited (CDSL) as designated depository to the Company.

ac. Annual Listing Fees to the Stock Exchanges:

Digjam Limited have listed its equity shares on the Main Board of National Stock Exchange of India Limited and BSE Limited. The listing fees have been duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y. 20252026.

ad. Disclosure with respect to demat suspense account / unclaimed suspense account:

The Company has maintained an Unclaimed Suspense Account in its name; the disclosure pertaining to the same is provided under the Corporate Governance Report in compliance with Schedule V Para. F of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to the Company for F.Y. 2025-2026.

33. INDUSTRIAL RELATIONS:

Industrial relations have been cordial at the manufacturing unit of the Company.

34. ACKNOWLEDGEMENTS

The Directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Companys employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued Members.

Place: Mumbai	By Order of the Board of Directors
Date: May 23, 2026	For Digjam Limited
Registered Office:	Sd/-
Door No. 508/A/6, GVG Nagar, Pushapathur,	Hardik Bharat Patel
Swaminathapuram, Palani Taluk, Dindigul District, Saminathapuram, Dindigul, Palani, Tamil Nadu, India, 642113	Whole- Time Director
CIN:L17123TZ2015PLC036291	DIN:00590663
cosec@digjam.co.in
www.digjam.co.in

DIRECTORS REPORT

Annexure A

Statement of Disclosure of Managerial Remuneration Under Section 197(12) of the Companies Act, 2013 Read with Rule 5(1) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i. The ratio of remuneration of each director to the median remuneration of employees of the Company for the financial year 2025-26 and percentage increase in remuneration of each Directors, Chief Financial Officer and Company Secretary during the financial year 2025-26 are as under

Name of Director /KMP	Designation	Remuneration Directors /KMP for FY 2025 26 (Rs. in Lakh)	Ratio of remuneration of each Director to the Median remuneration of employees	Percentage increase in Remuneration
Sri Hardik Bharat Patel (DIN:00590663)	Whole Time Director and Chairman	Nil	NIL	NIL
Sri Ajay Agarwal (DIN:00649182)	Non-Executive, NonIndependent Director	Nil	NIL	NIL
Sri Ruchit Bharat Patel (DIN:00603359)	Non-Executive NonIndependent Director	Nil	NIL	NIL
Sri D. G. Rajan (DIN:00303060)	Independent Director	2.70	1.15	NIL
Smt. Sudha Bhushan (DIN:01749008)	Independent Director	2.80	1.19	NIL
Sri P. Swaminathan (DIN:00901560)	Independent Director	2.20	0.94	NIL
Key Managerial Personnel
Sri Pankaj Prakash Gharat	Chief Financial Officer	Nil	NIL	NIL
Sri Mohit Premchand Dubey	Company Secretary & Compliance Officer	1.25	0.53	NIL
Ms Daman Preet Kaur	Company Secretary & Compliance Officer	2.02	0.86	NIL
Sri Ritesh Krishna Kumar Mishra	Company Secretary & Compliance Officer	2.45	1.04	NIL

Note:

a. Non-Executive Independent Directors were paid remuneration in the form of sitting fees only for attending the Board and Committee meetings and therefore the percentage increase in their remuneration is Not Applicable.

b. The percentage increase in the median remuneration of employees in the financial year: Not Applicable

c. The number of permanent employees on the rolls of Company: 17 (as on March 31, 2026)

d. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration: There is no average increase in remuneration during the last financial year for Employees and for Managerial Personnel.

e. If remuneration is as per the remuneration policy of the Company: Yes

Statement pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 List of top 10 employees in terms of remuneration drawn:

Sr. No.	Name of the Employee	Designation	Remuneration (in Rupees)	Nature of Employment	Date of commencement of employment	Age of employee	Last employment held by such employee	Qualification	If the employee is a relative of Director or Manager
1.	Mukul Awasthi	Vice President Sales & Marketing	14.95	Sales & Marketing	01/10/2025	54	Sangam India Limited	MBA B-Tec	No
2.	Rajiv R Yadav	Sr. Manager Accounts /Finance	6.33	Accounts & Finance	01/10/2025	52	Chandrakiran Liberty Hotel Pvt Ltd	MCom -MBA	No
3..	Pradeep Vyas	Co-ordinator Sales & Marketing	5.20	Sales & Marketing	01/10/2025	52	Reliance Industries	BA-MBA	No
4.	Govind Diwedi	Co-ordinator Sales & Marketing	3.85	Sales & Marketing	01/10/2025	31	GBTL Limited	B A-Arts	No
5.	Vishal Kumar	Accounts - Officer	2.66	Accounts	01/10/2025	29	Q-MAX LLP	B COM	No
6.	Ritesh Krishna Kumar Mishra	Company Secretary	2.42	Company Secretary	02/01/2026	24	Reliance ARC & KHFM Hospitality	C.S. & B.COM	No
7.	Rajesh Devidas Mone	Manager - Warehouse	2.38	Warehouse -Co coordinator	01/10/2025	44	Shivani Clothing Fashion Flair Pvt Ltd	SSC	No
8.	Nikur Kumar	Area Sales Manager	2.35	Sales & Marketing	01/10/2025	31	Yash Cotton Corporation Pvt Ltd	Graduation	No
9.	Jitendra Singh Rao	Co-ordinator Sales & Marketing	2.27	Sales & Marketing	01/10/2025	46	Shivani Clothing Fashion Flair Pvt Ltd	MBA	No
10.	Raghav Kumar Jha	Co-ordinator Sales & Marketing	2.27	Sales & Marketing	01/10/2025	35	Shivani Clothing Fashion Flair Pvt Ltd	B COM	No

Note: For the above computation, sitting fees paid to the Directors, leave encashment and retirement benefits have not been considered as remuneration.

Place: Mumbai
Date: May 23, 2026
Registered Office:	By Order of the Board of Directors
Door No. 508/A/6, GVG Nagar, Pushapathur, Swaminathapuram,	For Digjam Limited
Palani Taluk, Dindigul District, Saminathapuram, Dindigul,
Palani, Tamil Nadu, India, 642113	Sd/-
CIN:L17123TZ2015PLC036291	Hardik Bharat Patel
cosec@digjam.co.in	Whole- Time Director
www.digjam.co.in	DIN:00590663